Spenlinhauer v. Spencer Press, Inc.

Under the Massachusetts Business Corporation Act (Act),3 G. L. c. 156D, as appearing in St. 2003, c. 127, shareholders have the right to dissent from a proposed merger and demand that the corporation pay “fair value” for their shares if the merger is accomplished. G. L. c. 156D, § 13.02(a). The principal issue presented by this appeal is whether the trial judge correctly applied the appraisal provision of the Act, G. L. c. 156D, § 13.30, in determining the “fair value” of stock owned by a minority shareholder of a close corporation following a cash-out merger.4 For the reasons that follow, we…